Financial Reporting - Rexel

• Notes due 2018
On May 27, 2011, Rexel issued €500 million senior unsecured notes, the proceeds of which were applied to
partially repay its senior credit facilities. The Notes were issued at 99.993% of their nominal amount and bear
interest annually at 7%. They are listed on the Luxembourg Stock Exchange. Rexel pays interest on the
Notes semi-annually in arrears on June 17 and December 17, with the first payment made on December 17,
2011. The Notes will mature on December 17, 2018. These Notes are guaranteed by certain of Rexel’s
subsidiaries. The Notes and all of Rexel’s existing and future unsecured senior debt rank pari passu and
senior to all its existing and future subordinated debt.
The Notes are redeemable in whole or in part at any time prior to June 17, 2015 at a redemption price equal
to 100% of their principal amount, plus a “make-whole” premium and accrued and unpaid interest. On or
after June 17, 2015, the Notes are redeemable in whole or in part by paying the redemption price set forth
below.
Redemption period beginning on:
Redemption price
(as a % of principal amount)
June 17, 2015 ………………………. 103.500%
June 17, 2016 ………………………. 101.750%
June 17, 2017 and after ……………. 100.000%
In addition, at any time on or prior to June 17, 2014, Rexel may redeem up to 35% of the outstanding
aggregate principal amount of the Notes using the net proceeds from one or more specified equity offerings.
As of December 31, 2011, the fair value of Senior Notes is hedged for an amount of €450 million. Their value
has been adjusted to reflect interest rate fluctuations on the hedged part.
19.1.2 | Senior Credit Agreement
On December 21, 2009, Rexel entered into a €1,700 million credit facilities agreement which provides for two
facilities:
• Facility A, a three-year multi-currency revolving credit facility, for an initial maximum amount of
€600 million,
• Facility B, a five-year multi-currency revolving credit facility, for an initial maximum amount of
€1,100 million.
During the financial year ended December 31, 2010, the maximum commitment corresponding to Facilities A
and B under the 2009 Senior Credit Agreement was reduced by €40 million in July 2010 (decreasing from
€600.0 million to €586.0 million for Facility A and from €1,100.0 to €1,074.0 million for Facility B) following
execution of a bilateral €40.0 million Term Loan Agreement on July 28, 2010. Terms and conditions under
this Term Loan Agreement are similar to those applied to the 2009 Senior Credit Agreement.
The maximum commitment corresponding to Facility A and the bilateral Term Loan Agreement was reduced
by €200.0 million in December 2010 and a further €200.0 million in December 2011 (decreasing from
€586.0 million to €195.4 million for Facility A and from €40.0 million to €30.6 million for the bilateral Term
Loan Agreement), in accordance with contractual provisions.
As of December 31, 2011, facilities under the Senior Credit Agreement were fully reimbursed and remained
available for Rexel. The bilateral facility was drawn down in full for €30.6 million as follows:
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